Shell PLC — Foreign Filer Report 2026

Feb 11, 2026

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549****

Form 6-K

REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2026

Commission File Number: 1-32575

Shell plc (Exact name of registrant as specified in its charter)

England and Wales (Jurisdiction of incorporation or organization)

Shell Centre London, SE1 7NA United Kingdom (Address of principal executive office)

________

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [ X ] Form 40-F [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]

Director/PDMR Shareholding

| NOTIFICATION
AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES
IN ACCORDANCE WITH THE REQUIREMENTS OF THE EU AND UK MARKET ABUSE REGIMES | | | |
| --- | --- | --- | --- |
| February
10, 2026 | | | |
| Shell plc announces that each of the following Persons Discharging Managerial Responsibilities
(“PDMRs”) have been made a conditional award of performance shares of Shell plc
under the Shell Share Plan 2023, subject to performance conditions determined by the Remuneration
Committee and Remuneration Committee discretion, as set out below. | | | |
| PDMR | Date | Share
Type | Number
of shares awarded |
| Wael
Sawan | 6
February 2026 | SHEL
(LSE) | 165,975 |
| Sinead
Gorman | 6
February 2026 | SHEL
(LSE) | 98,677 |
| Robin
Mooldijk | 6
February 2026 | SHELL
(AMS) | 36,297 |
| Philippa
Bounds | 6
February 2026 | SHEL
(LSE) | 35,779 |
| Peter
Costello | 6
February 2026 | SHEL
(LSE) | 42,169 |
| Cederic
Cremers | 6
February 2026 | SHELL
(AMS) | 35,338 |
| Machteld
de Haan | 6
February 2026 | SHELL
(AMS) | 35,338 |
| Andrew
Smith | 6
February 2026 | SHELL
(AMS) | 52,443 |
| Rachel
Solway | 6
February 2026 | SHEL
(LSE) | 35,779 |
| The
Notification of Dealing Form for each PDMR can be found below. | | | |
| Julie Keefe | | | |
| Deputy
Company Secretary | | | |
| ENQUIRIES | | | |
| Shell Media Relations | | | |
| International,
UK, European Press: +44 20 7934 5550 | | | |

1. Details of the person discharging managerial responsibilities/person closely associated
First
Name(s)	Wael
Last
Name(s)	Sawan
2.
Reason for the notification
Position/status	Chief
Executive Officer
Initial
notification/ amendment	Initial
notification
3.
Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
Full
name of the entity	Shell
plc
Legal
Entity Identifier code	21380068P1DRHMJ8KU70
4.
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; (iv) each place where transactions have been conducted
Description
of the financial instrument	Ordinary
shares of €0.07 each
Identification
Code	GB00BP6MXD84
Nature
of the transaction	Conditional
award of performance shares of Shell plc under the Shell Share Plan 2023
Currency	GBP
Price	27.745
Volume	165,975
Total	4,604,976.38
Aggregated information
Volume	165,975
Price	27.745
Total	4,604,976.38
Date of transaction	06/02/2026
Place
of transaction	Outside
a trading venue

| 1.
Details of the person discharging managerial responsibilities/person closely associated | |
| --- | --- |
| First
Name(s) | Sinead |
| Last
Name(s) | Gorman |
| 2.
Reason for the notification | |
| Position/status | Chief
Financial Officer |
| Initial
notification/ amendment | Initial
notification |
| 3.
Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor | |
| Full
name of the entity | Shell
plc |
| Legal
Entity Identifier code | 21380068P1DRHMJ8KU70 |
| 4.
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | |
| Description
of the financial instrument | Ordinary
shares of €0.07 each |
| Identification
Code | GB00BP6MXD84 |
| Nature
of the transaction | Conditional
award of performance shares of Shell plc under the Shell Share Plan 2023 |
| Currency | GBP |
| Price | 27.745 |
| Volume | 98,677 |
| Total | 2,737,793.37 |
| Aggregated information | |
| Volume | 98,677 |
| Price | 27.745 |
| Total | 2,737,793.37 |
| Date of transaction | 06/02/2026 |
| Place
of transaction | Outside
a trading venue |

| 1.
Details of the person discharging managerial responsibilities/person closely associated | |
| --- | --- |
| First
Name(s) | Robin |
| Last
Name(s) | Mooldijk |
| 2.
Reason for the notification | |
| Position/status | President,
Projects & Technology |
| Initial
notification/ amendment | Initial
notification |
| 3.
Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor | |
| Full
name of the entity | Shell
plc |
| Legal
Entity Identifier code | 21380068P1DRHMJ8KU70 |
| 4.
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | |
| Description
of the financial instrument | Ordinary
shares of €0.07 each |
| Identification
Code | GB00BP6MXD84 |
| Nature
of the transaction | Conditional
award of performance shares of Shell plc under the Shell Share Plan 2023 |
| Currency | EUR |
| Price | 32.09 |
| Volume | 36,297 |
| Total | 1,164,770.73 |
| Aggregated information | |
| Volume | 36,297 |
| Price | 32.09 |
| Total | 1,164,770.73 |
| Date of transaction | 06/02/2026 |
| Place
of transaction | Outside
a trading venue |

| 1.
Details of the person discharging managerial responsibilities/person closely associated | |
| --- | --- |
| First
Name(s) | Philippa |
| Last
Name(s) | Bounds |
| 2.
Reason for the notification | |
| Position/status | Chief
Legal Officer |
| Initial
notification/ amendment | Initial
notification |
| 3.
Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor | |
| Full
name of the entity | Shell
plc |
| Legal
Entity Identifier code | 21380068P1DRHMJ8KU70 |
| 4.
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | |
| Description
of the financial instrument | Ordinary
shares of €0.07 each |
| Identification
Code | GB00BP6MXD84 |
| Nature
of the transaction | Conditional
award of performance shares of Shell plc under the Shell Share Plan 2023 |
| Currency | GBP |
| Price | 27.745 |
| Volume | 35,779 |
| Total | 992,688.36 |
| Aggregated information | |
| Volume | 35,779 |
| Price | 27.745 |
| Total | 992,688.36 |
| Date of transaction | 06/02/2026 |
| Place
of transaction | Outside
a trading venue |

| 1.
Details of the person discharging managerial responsibilities/person closely associated | |
| --- | --- |
| First
Name(s) | Peter |
| Last
Name(s) | Costello |
| 2.
Reason for the notification | |
| Position/status | President,
Upstream |
| Initial
notification/ amendment | Initial
notification |
| 3.
Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor | |
| Full
name of the entity | Shell
plc |
| Legal
Entity Identifier code | 21380068P1DRHMJ8KU70 |
| 4.
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | |
| Description
of the financial instrument | Ordinary
shares of €0.07 each |
| Identification
Code | GB00BP6MXD84 |
| Nature
of the transaction | Conditional
award of performance shares of Shell plc under the Shell Share Plan 2023 |
| Currency | GBP |
| Price | 27.745 |
| Volume | 42,169 |
| Total | 1,169,978.91 |
| Aggregated information | |
| Volume | 42,169 |
| Price | 27.745 |
| Total | 1,169,978.91 |
| Date of transaction | 06/02/2026 |
| Place
of transaction | Outside
a trading venue |

| 1.
Details of the person discharging managerial responsibilities/person closely associated | |
| --- | --- |
| First
Name(s) | Cederic |
| Last
Name(s) | Cremers |
| 2.
Reason for the notification | |
| Position/status | President,
Integrated Gas |
| Initial
notification/ amendment | Initial
notification |
| 3.
Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor | |
| Full
name of the entity | Shell
plc |
| Legal
Entity Identifier code | 21380068P1DRHMJ8KU70 |
| 4.
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | |
| Description
of the financial instrument | Ordinary
shares of €0.07 each |
| Identification
Code | GB00BP6MXD84 |
| Nature
of the transaction | Conditional
award of performance shares of Shell plc under the Shell Share Plan 2023 |
| Currency | EUR |
| Price | 32.09 |
| Volume | 35,338 |
| Total | 1,133,996.42 |
| Aggregated information | |
| Volume | 35,338 |
| Price | 32.09 |
| Total | 1,133,996.42 |
| Date of transaction | 06/02/2026 |
| Place
of transaction | Outside
a trading venue |

| 1.
Details of the person discharging managerial responsibilities/person closely associated | |
| --- | --- |
| First
Name(s) | Machteld |
| Last
Name(s) | de
Haan |
| 2.
Reason for the notification | |
| Position/status | President,
Downstream, Renewables and Energy Solutions |
| Initial
notification/ amendment | Initial
notification |
| 3.
Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor | |
| Full
name of the entity | Shell
plc |
| Legal
Entity Identifier code | 21380068P1DRHMJ8KU70 |
| 4.
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | |
| Description
of the financial instrument | Ordinary
shares of €0.07 each |
| Identification
Code | GB00BP6MXD84 |
| Nature
of the transaction | Conditional
award of performance shares of Shell plc under the Shell Share Plan 2023 |
| Currency | EUR |
| Price | 32.09 |
| Volume | 35,338 |
| Total | 1,133,996.42 |
| Aggregated information | |
| Volume | 35,338 |
| Price | 32.09 |
| Total | 1,133,996.42 |
| Date of transaction | 06/02/2026 |
| Place
of transaction | Outside
a trading venue |

| 1.
Details of the person discharging managerial responsibilities/person closely associated | |
| --- | --- |
| First
Name(s) | Andrew |
| Last
Name(s) | Smith |
| 2.
Reason for the notification | |
| Position/status | President,
Trading and Supply |
| Initial
notification/ amendment | Initial
notification |
| 3.
Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor | |
| Full
name of the entity | Shell
plc |
| Legal
Entity Identifier code | 21380068P1DRHMJ8KU70 |
| 4.
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | |
| Description
of the financial instrument | Ordinary
shares of €0.07 each |
| Identification
Code | GB00BP6MXD84 |
| Nature
of the transaction | Conditional
award of performance shares of Shell plc under the Shell Share Plan 2023 |
| Currency | EUR |
| Price | 32.09 |
| Volume | 52,443 |
| Total | 1,682,895.87 |
| Aggregated information | |
| Volume | 52,443 |
| Price | 32.09 |
| Total | 1,682,895.87 |
| Date of transaction | 06/02/2026 |
| Place
of transaction | Outside
a trading venue |

| 1.
Details of the person discharging managerial responsibilities/person closely associated | |
| --- | --- |
| First
Name(s) | Rachel |
| Last
Name(s) | Solway |
| 2.
Reason for the notification | |
| Position/status | Chief
Human Resources and Corporate Officer |
| Initial
notification/ amendment | Initial
notification |
| 3.
Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor | |
| Full
name of the entity | Shell
plc |
| Legal
Entity Identifier code | 21380068P1DRHMJ8KU70 |
| 4.
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | |
| Description
of the financial instrument | Ordinary
shares of €0.07 each |
| Identification
Code | GB00BP6MXD84 |
| Nature
of the transaction | Conditional
award of performance shares of Shell plc under the Shell Share Plan 2023 |
| Currency | GBP |
| Price | 27.745 |
| Volume | 35,779 |
| Total | 992,688.36 |
| Aggregated information | |
| Volume | 35,779 |
| Price | 27.745 |
| Total | 992,688.36 |
| Date of transaction | 06/02/2026 |
| Place
of transaction | Outside
a trading venue |

This Report on Form 6-K is incorporated by reference into:

(a) the Registration Statement on Form F-3 of Shell plc, Shell Finance US Inc. and Shell International Finance B.V. (Registration Numbers 333-276068, 333-276068-01 and 333-276068-02); and

(b) the Registration Statements on Form S-8 of Shell plc (Registration Numbers 333-262396, 333-272192 and 333-292109).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Shell plc
	(Registrant)
Date: February 10, 2026	/s/ Julie Keefe
	Julie Keefe
	Deputy Company Secretary